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SEC Company Response from LIXTE BIOTECHNOLOGY HOLDINGS, INC. (LIXT, LIXTW) (CIK 0001335105) (NMAD) — May 14, 2007

LIXTE BIOTECHNOLOGY HOLDINGS, INC. (LIXT, LIXTW) (CIK 0001335105)
Date: May 14, 2007 · CIK: 0001335105 · Accession: 0001144204-07-024738

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File numbers found in text: 333-137208

Date
May 14, 2007
Author
Chief
Form
CORRESP
Company
LIXTE BIOTECHNOLOGY HOLDINGS, INC. (LIXT, LIXTW) (CIK 0001335105)

Letter

United States Securities and Exchange Commission Office of Emerging Growth Companies Lixte Biotechnology Holdings, Inc. Amendment No. 5 to Form SB-2 Filed May 5, File No. 333-137208

Dear Mr. Mancuso:

Confirming our telephone conversation, we respond to your comments as follows:

1.

Status of Form 10Q-SB filing for the quarter ended March 31, 2007.

Response

Currently the financial statements and notes are being reviewed by the Company’s outside accountants. The Company continued to conduct its research and development business activities during the three months ended March 31, 2007. Transactions during the three months ended March 31, 2007, all within the scope of the Company's previously described business activities and transactions, included the recording of an advance on research and development costs of $200,000 and a related current liability under the CRADA, and a charge to operations of $31,000 for the fair value of a fully-vested, non-forfeitable stock option issued under a services agreement during the period.

2.

Opinion letter comments:

Response

This will confirm that the reference in our opinion to the Delaware General Corporation Law includes all applicable provisions of the Delaware Constitution. We also confirm that our reference to “Shares” includes all the shares covered by the Registration Statement and that all of such shares are currently outstanding.

Mr. Russell Mancuso

May 11,

Page

3.

Status of “December 2006 Agreement.”

Response

We now understand that your inquiry was as to the status of the proposed license agreement between NINDS, NIH and the Company. As disclosed in Amendment No. 5 the Company has received a form of proposed license agreement and intends to negotiate the economic terms.

* * *

We are concurrently attaching herewith a request for acceleration.

All questions and comments regarding the foregoing should be addressed to me at (310) 789-1290.

Very truly yours,
/s/ David L.
Ficksman

Show Raw Text
CORRESP
1
filename1.htm

      Unassociated Document

    File
      No. 2392-1

    May
      11,
      2007

    Via
      Fax ((202) 772-9218) and Edgar

    Mr. Russell
      Mancuso

    Branch
      Chief

    United
      States Securities and Exchange Commission

    Office
      of
      Emerging Growth Companies

    Mail
      Stop
      3561

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Lixte
                Biotechnology Holdings, Inc.

            Amendment No. 5 to Form
              SB-2

            Filed May 5,
              2007

            File No.
              333-137208

    Dear
      Mr. Mancuso:

    Confirming
      our telephone conversation, we respond to your comments as follows:

            1.

              Status
                of Form 10Q-SB filing for the quarter ended March 31,
                2007.

    Response

    Currently
      the financial statements and notes are being reviewed by the Company’s outside
      accountants. The Company continued to conduct its research and development
      business activities during the three months ended March 31,
      2007.  Transactions during the three months ended March 31, 2007,
      all within the scope of the Company's previously described business
      activities and transactions, included the recording of an advance on
      research and development costs of $200,000 and a related current liability
      under
      the CRADA, and a charge to operations of $31,000 for the fair value of a
      fully-vested, non-forfeitable stock option issued under a services agreement
      during the period.

            2.

              Opinion
                letter comments:

    Response

    This
      will
      confirm that the reference in our opinion to the Delaware General Corporation
      Law includes all applicable provisions of the Delaware Constitution. We also
      confirm that our reference to “Shares” includes all the shares covered by the
      Registration Statement and that all of such shares are currently
      outstanding.

      Mr. Russell
        Mancuso

      May
        11,
        2007

      Page
        2

            3.

              Status
                of “December 2006 Agreement.”

    Response

    We
      now
      understand that your inquiry was as to the status of the proposed license
      agreement between NINDS, NIH and the Company. As disclosed in Amendment
      No. 5 the Company has received a form of proposed license agreement and
      intends to negotiate the economic terms.

    * * *

    We
      are
      concurrently attaching herewith a request for acceleration.

    All
      questions and comments regarding the foregoing should be addressed to me at
      (310) 789-1290.

            Very truly yours,

            /s/ David L.
              Ficksman

    DLF/wp

            cc:
            John Kovach, M.D.

            Dale Campbell

            Robert Weingarten

              Eduardo
                Aleman